Fortuna and Roxgold shareholders approve business combination to create a global premier growth-oriented intermediate gold and silver producer

Fortuna Silver Mines Inc. (" Fortuna ") (NYSE: FSM | TSX: FVI) and Roxgold Inc. (" Roxgold ") (TSX: ROXG | OTCQX: ROGFF) are pleased to announce that shareholders of both Fortuna and Roxgold have approved all matters voted on at Fortuna's annual and special meeting as well as at Roxgold's special meeting and annual meeting held earlier today, including the proposed acquisition by Fortuna of all of the outstanding common shares of Roxgold (" Roxgold Shares ") by way of a proposed plan of arrangement (the " Arrangement "), pursuant to the terms and subject to the conditions of the arrangement agreement between Fortuna and Roxgold dated effective April 26, 2021 (for additional information, please refer to the joint news release dated April 26, 2021, " Fortuna And Roxgold Agree To Business Combination Creating A Low-Cost Intermediate Global Precious Metals Producer ")

Subject to the satisfaction or waiver of the remaining conditions to the Arrangement, including approval of the Arrangement by the British Columbia Supreme Court, which application will be heard June 30, 2021, closing of the Arrangement is expected to occur on July 2, 2021.

Following completion of the Arrangement, current Fortuna shareholders and former Roxgold shareholders will own approximately 63.6% and 36.4% of the outstanding Fortuna Shares, respectively. Post-arrangement, Fortuna will continue under the name "Fortuna Silver Mines Inc." with the ticker symbol "FVI" on the Toronto Stock Exchange and "FSM" on the New York Stock Exchange, and Roxgold will be a wholly-owned subsidiary of Fortuna. Roxgold will be delisted from the Toronto Stock Exchange and an application will be made for Roxgold to cease to be a reporting issuer.

Fortuna Voting Results

The issuance by Fortuna of up to 110,128,963 common shares of Fortuna (" Fortuna Shares ") to the shareholders of Roxgold in exchange for all of the issued and outstanding Roxgold Shares pursuant to the Arrangement was approved by 96.65% of the votes cast by Fortuna shareholders present by virtual attendance or represented by proxy at Fortuna's annual and special meeting.

All matters presented for approval at the Fortuna annual and special meeting were duly authorized and approved as follows:

Item of Business Votes Cast FOR Votes Cast Against / Withheld
Share Issuance in connection with the Arrangement 37,829,172
(96.65%)
1,311,875
(3.35%)
Re-appointment of KPMG LLP as the auditor of Fortuna 69,528,259
(98.55%)
1,023,311
(1.45%)
Fixing the number of directors elected to the board of Fortuna at six 38,543,472
(98.47%)
597,574
(1.53%)

Detailed voting results regarding the election of Fortuna directors are as follows:

Name Votes Cast FOR Votes Withheld
Jorge A. Ganoza Durant 38,509,971
(98.39%)
631,076
(1.61%)
David Laing 37,097,973
(94.78%)
2,043,074
(5.22%)
Mario Szotlender 38,312,437
(97.88%)
828,610
(2.12%)
David Farrell 36,315,260
(92.78%)
2,825,786
(7.22%)
Alfredo Sillau 38,293,545
(97.83%)
847,501
(2.17%)
Kylie Dickson 38,357,208
(98.00%)
783,839
(2.00%)

Roxgold Voting Results

The Arrangement with Fortuna was approved by 84.80% of the votes cast by Roxgold shareholders present by virtual attendance or represented by proxy at Roxgold's special virtual meeting, as well as 84.15% of votes cast after excluding the votes cast by a director and an officer of Roxgold in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions .

All matters presented for approval at Roxgold's special meeting and its annual meeting were duly authorized and approved as follows:

Item of Business Votes Cast FOR Votes Against / Withheld
Approval of Arrangement 211,895,783
(84.80%)
37,988,933
(15.20%)
Re-appointment of PricewaterhouseCoopers LLP as the auditor of Roxgold 253,335,182
(99.27%)
1,866,417
(0.73%)

Detailed voting results regarding the election of Roxgold directors are as follows:

Name Votes Cast FOR Votes Withheld
Richard Colterjohn 205,609,038
(90.41%)
21,820,098
(9.59%)
John Dorward 207,927,664
(91.43%)
19,501,472
(8.57%)
Kate Harcourt 207,686,644
(91.32%)
19,742,492
(8.68%)
John L. Knowles 207,649,776
(91.30%)
19,779,360
(8.70%)
Oliver Lennox-King 207,594,092
(91.28%)
19,835,044
(8.72%)
Dawn Moss 207,922,022
(91.42%)
19,507,114
(8.58%)
Norman Pitcher 207,910,888
(91.42%)
19,518,248
(8.58%)

About Fortuna Silver Mines Inc.

Fortuna Silver Mines Inc. is a Canadian precious metals mining company with operations in Peru, Mexico, and Argentina. Sustainability is integral to all of Fortuna's operations and relationships. Fortuna produces silver and gold and generates shared value over the long-term for its shareholders and stakeholders through efficient production, environmental protection, and social responsibility. For more information, please visit Fortuna's website .

About Roxgold Inc.

Roxgold is a Canadian-based gold mining company with assets located in West Africa. Roxgold owns and operates the high-grade Yaramoko Gold Mine located on the Houndé greenstone belt in Burkina Faso and is also advancing the development and exploration of the Séguéla Gold Project located in Côte d'Ivoire. Roxgold trades on the TSX under the symbol ROXG and as ROGFF on OTCQX.

For information about Fortuna Silver Mines Inc.
Carlos Baca
Manager, Investor Relations
E: info@fortunasilver.com
For information about Roxgold Inc.
Graeme Jennings, CFA
Vice President, Investor Relations
E: gjennings@roxgold.com

The Toronto Stock Exchange has neither reviewed nor accepts responsibility for the adequacy or accuracy of this news release.

Forward-looking Statements

This news release contains forward-looking statements which constitute "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 (collectively, "Forward-looking Statements"). All statements included, other than statements of historical fact, which address activities, events or developments that Fortuna or Roxgold expects or anticipates may or will occur in the future, are forward-looking information.

The Forward-looking Statements in this news release may include, without limitation, statements about Fortuna and Roxgold's current expectations, estimates and projections for the pro forma company, the timing and anticipated receipt of required court approvals, the anticipated timing of the completion of the Arrangement. Readers are also cautioned that such additional information is not exhaustive. Often, but not always, these Forward-looking Statements can be identified by the use of words such as "anticipated", "estimated", "expected", "potential", "future", "assumed", "projected", "planned", "to be", "will" or statements that events, "could" or "should" occur or be achieved and similar expressions, including negative variations.

The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these factors are independent and management's future course of action would depend on its assessment of all information at that time. Readers are urged to consult the disclosure provided under the heading "Risk Factors" in each of Fortuna's and Roxgold's annual information form for the year ended December 31, 2020 which has been filed on SEDAR at www.sedar.com for further information regarding the risks and other factors applicable to the Arrangement.

Although Fortuna and Roxgold believe that the expectations conveyed by the Forward-looking Statements are reasonable based on information available at the date of preparation, no assurances can be given as to future results, levels of activity and achievements. Fortuna and Roxgold disclaim any obligation to update any Forward-looking Statements, whether as a result of new information, future events or results or otherwise, except as required by law. There can be no assurance that these Forward-looking Statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, investors should not place undue reliance on Forward-looking Statements.


Primary Logo

News Provided by GlobeNewswire via QuoteMedia

The Conversation (0)
Klondike Silver 2024 Drilling Program

Klondike Silver 2024 Drilling Program

Klondike Silver Corp. (the “Company”) (TSXV: KS | OTC: KLSVF | WKN: A1H8T1) is pleased to provide an update from its current underground drill program at the Silvana Mine, targeting western extensions of the mine within the historic Silvana claim block that the Company owns in southeastern British Columbia.

Drill holes from the first phase of drilling were laid out to intersect, map and model the extensions of vein structures down dip of three mineralized lodes from surface on the Silvana Mine claims, with the intention of targeting silver, zinc, and lead mineralization in the Company’s phases of drilling.

Keep reading...Show less

Endeavour Silver Announces Nomination of Angela Johnson to Board of Directors

Endeavour Silver Corp. ("Endeavour Silver" or the "Company") (NYSE: EXK; TSX: EDR) is pleased to announce Angela Johnson as a nominee for election to its Board of Directors at the Company's 2024 Annual Meeting of Shareholders on May 28, 2024. Current board member and former Chief Financial Officer, Christine West, will be stepping down having announced her retirement in 2023.

"We are excited about adding Angela to the Board, her technical background and Environmental, Social, and Governance (ESG) experience make her an exceptional fit with our existing Board members that achieves succession planning objectives to ensure core board competencies and expertise are in place," said Rex McLennan, Chairman of the Board of Directors of Endeavour Silver. "I would also like to sincerely thank Ms. West for her guidance and tireless commitment to Endeavour Silver over the years."

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less

SilverCrest Provides First Quarter Operational Results and Conference Call Details

Record Processed Grades and Recoveries, Silver Equivalent Sales Exceed Plan

News Provided by Canada Newswire via QuoteMedia

Keep reading...Show less

First Majestic Produces 5.2 Million AgEq Oz in Q1 2024

First Majestic Silver Corp. (NYSE: AG) (TSX: FR) (FSE: FMV) (the "Company" or "First Majestic") announces that total production in the first quarter of 2024 from the Company's three producing mines in Mexico, the San Dimas SilverGold Mine, the Santa Elena SilverGold Mine and the La Encantada Silver Mine, reached 5.2 million silver equivalent ("AgEq") ounces, consisting of 2.0 million silver ounces and 35,936 gold ounces. The Company's financial results for the first quarter of 2024 are scheduled to be released on Wednesday, May 8, 2024.

Q1 2024 HIGHLIGHTS

News Provided by Newsfile via QuoteMedia

Keep reading...Show less

Fortuna intersects 1kg Ag Eq over an estimated true width of 8.1m at the Yessi vein, San Jose Mine, Mexico

Fortuna Silver Mines Inc. (NYSE: FSM) (TSX: FVI) is pleased to provide an update on its Yessi vein exploration program at the San Jose Mine in Mexico.

Paul Weedon, Senior Vice President of Exploration, commented, "Drilling on the Yessi vein, since the initial discovery hole in August 2023, has continued to establish a well-defined system, with recent results such as 1,327 g/t Ag Eq over an estimated true width of 3.0 meters from 604.85 meters in SJO-1444 and 1,036 g/t Ag Eq over an estimated true width of 8.1 meters including 2,910 g/t Ag Eq in SJO-1460 highlighting the potential for high-grade shoots. In addition, wide intervals such as the 179 g/t Ag Eq over an estimated true width of 17.5 meters in SJO-1455A highlight the potential for broad zones of mineralization".

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less
Klondike Silver Announces Private Placement

Klondike Silver Announces Private Placement

Klondike Silver Corp. (the “Company”) (TSX.V: KS) The Company announces that it is raising up to $1,500,000 through a non-brokered private placement (the “Offering”) of up to 30,000,000 units at a price of $0.05 per unit. Each unit will consist of one common share and one share purchase warrant, with each warrant exercisable for a period of 5 years from the closing at a price of $0.05 per share in year one and two then $0.08 per share in years three, four and five. All Units are subject to a four-month hold period from the date of issuance. Commissions may be paid on a portion of the funds raised. The Offering is subject to TSX Venture Exchange ("TSXV") final acceptance.

Keep reading...Show less

Latest Press Releases

Related News

×